Equestria Invaded
by XX55XX
Summary: The Almighty Tallest send Zim to conquer the distant planet of Equestria. But, will he succeed? Or will the inhabitants resist Zim's efforts at a clandestine takeover?
1. Chapter 001

Equestria Invaded

Chapter 001 – The Kidnapping of Fluttershy

He was now part of the elite. The tip of the spear. The first to go, and the last to come home. Zim flexed his fingers while peering at the computer console before him, eager to see where his Voot Cruiser's guidance system will take him. The trajectory printed upon the screen pointed to a location on the edge of the galaxy. Everything looks good so far... The trajectory lines up directly with the coordinates indicated on his order sheets.

The Almighty Tallest had granted his greatest wish – an opportunity to take part in Operation Impending Doom II as a member of an elite reconnaissance force tasked with gathering intelligence on planets marked for conquest by the Irken Empire.

Due to poor intelligence, even the Almighty Tallest were unable to tell Zim the planet's precise name. However, it lay on the far edge of the galaxy – millions of light-years away from even the Irken Empire's most remote outposts. Zim was perplexed at first – why would they send him off to conquer something so seemingly insignificant and lacking in strategic or economic value? But, no, orders should not be questioned. Invaders never shirked from their duty, no matter how irrational the orders may seem. Orders were meant to be executed, and Zim resolved to conquer this mysterious planet – not only for the sake of his duty, but for the greater good of the Irken Empire as a whole. Oh, the prospects of success! He could finally achieve the recognition his name deserves! Zim smashed his fist upon the console in excitement, as his cruiser burrowed further into space.

/

"Master! We have arrived!" Gir screamed, reaching over and shaking his Zim, who was asleep.

"Argh! Gir! Get OFF OF ME!" Zim cried, pushing the robot aside. "COMPUTER!" he bellowed. "Tell me the name of this... planet."

The console gave off a beep. "We have arrived at Equestria, a planet populated by a race of intelligent talking four-legged creatures. Preparing landing coordinates now..."

Zim raised his eyebrows. "Hmm. A planet populated by creatures with four legs? With INTELLIGENCE? GIR!"

Gir raised his head, his eyes red. He saluted Zim. "Yes sir!"

Zim turned to him, turning away from the cockpit. "We have very, very little information on this planet. When we land, I need you to do some brief reconnaissance on our surroundings. And I mean very brief. Report back to me once you catch a glimpse of the planet's inhabitants. Are my orders understood?"

Gir's arms relaxed, and his eyes turned blue. He pointed out the cockpit window. "You mean that creature? It's a pony!"

Zim turned around and peered at the pilot's console. They were near the planet surface. What appeared to be a small town was on the horizon, and in the town's center was a pink, four-legged creature. Zim panicked, steering the Voot Cruiser away from the town and in the opposite direction. Their cover was possibly blown, but there was no telling whether the native had seen their vessel.

"Gir! Why didn't you tell me SOMETHING? WE COULD HAVE BEEN COMPROMISED!" Zim roared as he steered the cruiser into a clearing in the forest.

Gir tilted his head in dismay. "Oh, but I was only listening to you, Zim." He paused. "That pony looked cute. Can we meet it?"

Zim waved his fist at Gir. "NO! Gir, we are here to ENSLAVE the natives and take their natural resources. We will be making no friends here, so do not get too attached to these 'ponies' or whatever you call them. It will only compromise the MISSION!"

"Aww, Zim. Can't we have some fun?" Gir replied in a small voice.

"SILENCE!" Zim bellowed. "We have landed. Get out."

The cruiser's hatch opened, and Zim and Gir fell out into fetal positions on the forest floor, with Gir lying upon Zim's stomach.

"ARGHHH! My spleen!" Zim cried, tossing Gir aside and grasping his abdomen. He heaved, gasping for several minutes as he collected himself.

"Okay, Zim. Remember what you do first when landing on an enemy planet. Disguises..." Zim pressed a button on his wristwatch. A disguise pod appeared. An interactive panel also appeared by the parked cruiser, displaying an array of four-legged disguises. These would have to be enough, at least, until they have more intelligence on the planet.

"Aww. We're going to dress up as ponies?" Gir said.

Zim turned around. "No, Gir. Only I will disguise myself as one of these 'ponies', as you put it. On the other hand... I think you should be a dog. Get in!" He pushed Gir into the disguise pod by cruiser. After a blinding flash of light, Gir reemerged, this time, as a green dog.

"BRILLIANT!" Zim beamed. "Now, my turn." And with another blinding flash of light inside the disguise pod, Zim reemerged in a pony suit which contorted his body into a crawling stance.

Zim looked at himself in dismay and discomfort. "NOOO! This outfit is so constraining! I cannot crawl like this!"

Gir gave him a quizzical look. "You don't look anything like a pony, Zim. You look like an alien in a poorly-made pony suit."

Zim stood up. "You are right, Gir. But, with a few adjustments..." He tweaked a few options on the panel and reentered the pod. Emerging from the pod once again, Zim looked more like a pony, or perhaps, an alien with mechanical hind legs, eyes with white pupils, and a horn to top off his green head.

"You still don't look like a pony," Gir noted.

"Be quiet, Gir! I need to concentrate on more important matters!"

Removing his disguise, Zim rubbed his hands together. "Excellent. This will do. Now we build our home... To WORK!"

/

Twilight Sparkle awoke to banging on her door. Who could it be? It was only 5AM. The sun wasn't even up yet. She peered over by Spike's bed to see the baby dragon sleeping away, oblivious to the door-banging outside.

Twilight went downstairs and opened the door. A wide-eyed Pinkie Pie stood before her.

"Pinkie... It's 5AM..." Twilight mumbled groggily, struggling to keep her eyes open.

"I know, Twilight. But, I was out in the town square earlier..." Pinkie replied excitedly.

"And?"

"And there was this BIG spaceship that appeared over Ponyville! Let me see... it was... it was... this big!"

Twilight smiled and nodded, trying not to appear annoyed. "I'm sure it was a terrible nightmare, Pinkie, but some us really need to sleep-"

Pinkie Pie waved her hoof, interrupting Twilight. "I think... I think... it came from SPACE!" she bellowed. "And as I tried to get a better look at it, it turned around and flew towards the edge of the Everfree Forest!"

Twilight began pushing the door. "Yeah, yeah... Listen, we can talk later..."

"I am NOT making this up, Twilight! I really saw it! I really, really did-"

Twilight closed the door, as Pinkie continued her rant outside. It was too early for this.

/

"Ah, there were are. Our new home." Zim took a moment to admire his handiwork.

Their new home resembled a small hut that would not seem out of place in such a wild landscape. It had a thatched roof and was mostly constructed out of unpolished wood. Underneath the hut contained all of the communication and security systems which would allow him to operate unhindered on the planet. A storage bay, whose doors were hidden by batches of well-placed hay, housed his Voot Cruiser.

"Gir! Get inside! Before the sun RISES!" Zim hurriedly pushed the robot inside the hut, before rushing inside himself and locking the door.

Inside, Zim stepped inside a trashcan, which was really an elevator into his lair below the hut. First, he must go to a place where he can learn more about the planet.

"Computer!" Zim beckoned. "Please give me a full list of educational institutions in the area from which I learn more about this wretched mothball of a planet they call 'Equestria'."

"Yes sir!" The computer responded. Within a few seconds, Zim was presented with a list of local schools in Ponyville, and instructions on how to register for them...

/

"Good morning, class. As you may notice today, we have a new filly who is joining us," Cheerilee said in front of a packed schoolroom.

"His name is Zim... and..." She peered over the registration papers on her desk and frowned. Zim's record was nearly blank, and his registration date was just two days ago. "Err... Zim, why don't introduce yourself and say where you're from?"

Zim grinned. His disguise was working! The stupid equine oafs at the education office allowed him to register for school, even though he had no birth record and no parents.

Zim strode forward before the assembled ponies. "Hello. My name is Zim, and I am a perfectly normal pony wormbaby. I am from a place very, very, very far away from here, and it's so far away, that I don't think any of you would have heard of it, so I am not going to mention it. You have absolutely nothing to fear from me, so just ignore me and everything will be just fine."

"Thank you, Zim," Cheerilee said. "Please take your seat. Now today, we are going to talk about the history of Equestria-"

Zim's false hoof shot up in the air.

"Yes?" Cheerilee asked.

"Yes... I have a question about this 'Equestria' we live in. Let's say, that an outside invasion force arrives here to conquer the planet – How prepared would you say that this planet's defenses are in case of such an attack?"

Cheerilee gave Zim a perplexed stare. "Umm... I'm not sure, but Princess Celestia will undoubtedly protect us in case of such an occurrence-"

Zim raised his hoof again, interrupting her.

"Um, yes Zim?" Cheerilee replied in an exasperated voice.

Zim's brow furrowed. "Who is this Princess Celestia?"

"She is the ruler of Equestria... Now, please, Zim, no more questions, we really do have a lesson to get into..."

Zim put his hoof down. "Oh, sorry. Didn't mean to ask so many questions here... I'm just new here, that's all..."

"That's okay, Zim. Now as I was saying..." Cheerilee walked over by the chalkboard and continued the lecture.

"That Zim filly is weird," Applebloom whispered to Sweetie Belle.

"What? What's weird about him?" Sweetie Belle replied.

Applebloom's brow furrowed. "He's bigger than nearly everyone in this class and it looks like he still hasn't gotten his cutie mark yet. Like us. And why is his head green and his body brown? And why doesn't he know who Princess Celestia is?"

"Applebloom? Sweetie Belle?" Cheerilee said. "Is there something you would like to share with the class?"

"Umm, nothing," Applebloom replied.

Cheerilee's eyes narrowed. "You were definitely talking about something. Now, unless you want me to put you in timeout for speaking out of turn..."

"Well..." Applebloom began. "Sweetie Belle and I were talking about how some people don't have their cutie marks..."

"And?"

"I'm going to direct this question at Zim. Zim, you look like you are bigger than a filly. Like, way bigger. Where's your cutie mark?" Applebloom's eyes narrowed into a suspicious glare at Zim. "Or are you even a real pony?"

Zim's mind snapped back into focus upon Applebloom's mention of his name. His head twisted fearfully towards the small pony with the red mane. She was there, glaring at him. He was being x-rayed. Had he been discovered? No, probably not. He had meditating all this time, dreaming of the number of ways he could reduce Equestria and its inhabitants to ashes... instead of paying attention to his surroundings. His intelligence for the mission had been quite poor – he didn't know what a 'cutie mark' precisely was. But this was a moment of crisis. He must speak and dispel rumors, lest his true nature become discovered.

"Well, my fellow pony wormbabies, the reason why I don't have this 'cutie mark' is because I don't have one yet. I don't know, maybe I might get one, maybe I might not, but it's not an important matter for me or any of you right now-"

The schoolbell rang. Cheerilee looked at the clock. "Oh! Would you look at the time? Applebloom, can you see me after class?" she asked. Sweetie Belle mouthed "Good luck" to Applebloom, as she filed out of the room with the rest of the fillies.

Zim exhaled. His time under scrutiny was over, at least for now. He rushed quickly out the door, as fast as his mechanical hooves would carry him away from this wretched madhouse of a classroom.

Applebloom sighed and walked up to Cheerilee's desk, bracing for a verbal lashing from her teacher. The classroom cleared out, and Cheerilee closed the door.

"Applebloom, as we all know, it's not nice to spread rumors about people – even if they don't appear normal."

"I know, but Zim doesn't look like a pony..." Applebloom retorted.

"Please, Applebloom. Tomorrow, you will apologize to Zim in front of the class for accusing him for not being a pony."

Applebloom's eyes widened. "But..."

Cheerilee gave Applebloom a stern look. "No buts, Applebloom." With that, Applebloom knew that it was useless to argue any further.

/

"Ugh..." Zim sighed as he sat in his lair, computer console before him. His cover had nearly been compromised, and it was only the bell which had saved him. He needed a better disguise, complete with those "cutie marks" that that annoying little pony with the red mane kept accusing him of not having. But how? There were limitations to what Irken technology could offer him.

But wait... What if he could impersonate one of the local inhabitants? What if he could assume their form and go about the planet without being pestered with questions or awkward stares?

"You are a genius, Zim!" he said to himself. But, he needed a live specimen first – a creature he could dissect and reverse engineer. This would require some degree of active surveillance of his surroundings.

"Computer," he ordered, "Keep an eye for any isolated natives who come across within one hundred meters of here."

"Yes sir," the computer responded, and a map of the local area sprang up on the console, feeding Zim with live information on the movements of ponies around his base of operations.

Zim leaned back on his chair. "Now... we wait."

A few moments later, he jumped out of his chair in excitement. A yellow pegasus had walked into his trap! And she is completely alone! "Oh wait! That is the perfect target! Gir, get dressed. We are going to fetch ourselves a LIVE specimen!" Zim's lips curled into an evil smile. Should he be successful, he might even be able to conquer the planet before Impending Doom II is over.

/

"Gir. On my signal, you shoot the netgun at our target. Is that understood?" Zim whispered furiously at his robot acolyte.

Gir nodded, netgun in hand. "Yes."

"Good. Now, don't shoot the netgun at yourself."

Zim peeked through the bushes for a better look. A yellow pegasus came into view, and it looked as if she was talking to a small rodent-like creature on the ground. Who talks to animals that cannot be communicated with? No matter. He will snatch her, reverse engineer her biological structure, engineer a voice box that matches the sound of her voice, and none of the stupid ponies on this planet would know any better as he rains doom down upon them, disguised as one of their own. It was foolproof, Irken planning at its finest.

Zim emerged from the bushes and tiptoed right behind the pony. Gir was right behind him, netgun ready...

/

Fluttershy had come to the edge of the Everfree Forest to help the animals there prepare their nests for the coming winter. At the moment, a small gopher had requested her help to create a nest big enough for him and his family.

"Oh, Mr. Gopher, you can't possibly stuff seven gophers in there! You guys need your space. How about I help you dig a larger nest by that tree over there?"

The gopher shook his head and crossed his arms. Fluttershy decided not to insist. "Well, if you say so. But if you ever change your mind, I'm here."

Suddenly, all of the birds flew away in unison. The gopher ran away. A nearby squirrel dropped his acorn and fled upwards along a tree trunk. Fluttershy looked at the ground and saw a shadow on it. Someone had startled the animals.

Fluttershy turned around and gasped. Whoever was standing behind her was the most ugliest pony she had ever seen, accompanied by an equally hideous green dog. His face was green. Her heart raced, as she struggled to find her voice.

"Umm... umm... Hello. I haven't... seen you... before. Is there something I can do for you?" she muttered in a low voice.

The pony flashed an evil grin. "NOW GIR! NOW!" he bellowed. Fluttershy froze in place, paralyzed not only by raw fear, but by an utter inability to comprehend what was happening. Before she could react, the pony's accompanying dog fired a netgun at her, rendering her immobile as her entire body became ensnared in a fishnet. Fluttershy struggled and screamed, but she could only squirm helplessly as the mysterious pony and his dog began dragging her away, deeper towards the edge of the forest...

/

"Oh, cheer up, Applebloom! At least all of you have to do tomorrow is say sorry to Zim," Sweetie Belle said. The two were walking home from school.

Applebloom gave Sweetie Belle a dark look. "I don't know, Sweetie Belle. Whatever Zim is, he's not a pony-"

"You mean an alien?"

"Yeah... something like that. But do aliens even exist?"

Sweetie Belle shrugged. "I dunno. But I think you need to give Zim a chance-"

Applebloom's eyes narrowed. "Whatever. He's a not pony, Sweetie Belle."

Sweeite Belle looked away without replying.

The two stopped before the Carousel Boutique, where Sweetie Belle lived with her dressmaker sister Rarity.

"See you tomorrow, Applebloom!" Sweetie Belle dashed into the shop and disappeared.

Applebloom sighed. Why would Sweetie Belle, one of her best friends, refuse to share her views? Why are people across Ponyville so blind? Can't they see that whatever Zim is, that he is not a pony?

Applebloom rounded the bend outside of Ponyville and crossed into the woodland which straddled between Sweet Apple Acres and the Everfree Forest. This was the quickest route home. After several minutes on the road, Applebloom saw several figures coming up along the the road from the opposite direction. She dashed into a nearby bush, unsure whether the mysterious figures were friendly or not. She pushed a branch obscuring her vision aside and squinted her eyes. It was a pony of some sort... The figure came into greater focus. It was... Zim, the pony from school.

A green dog dashed by the bush, followed by Zim, who was dragging a large net containing something large and yellow... It squirmed inside the net like a trapped animal – no wait, it was an animal. It was Fluttershy!

"Our mission today has been a success, Gir," Zim laughed maniacally as he walked past Applebloom's bush. "This Equestria will fall under the heel of the Irken Armada within days now, not months! Muhahahahaha!"

Applebloom gasped. Fluttershy was in danger! And what was this "Irken Armada?" Equestria was in danger from it, whatever it was. Emerging from the bush as Zim, the green dog, and Fluttershy disappeared into the forest, Applebloom sprinted for Sweet Apple Acres as quickly as her legs would carry her.


	2. Chapter 002

Equestria Invaded

Chapter 002 - Escalation

"Applejack! Applejack! APPLEJACK!" Applebloom collapsed upon the ground before her sister, exhausted after two kilometers of running and completely out of breath.

"What is it, little sis?" Applejack turned away from the barn door that she painting and put the paintbrush back into a paint can. "What made you run all the way over here from school? Did someone make fun of you not having a cutie mark again? Well, if that's the case, I'm going to talk to Cheerilee about it-"

Applebloom raised her hoof, interrupting Applejack. "Fluttershy... ponynapped... green alien... Zim..."

Applejack waved her hooves. "Whoh, whoh. Slow down, sugercube. Take a deep breath. What happened, Applebloom?"

Applebloom took a deep breath. "Today, there was this new pony at school called Zim – but it so happens that he isn't a pony at all! But no one would believe me! And... and... as I was coming home from school, I saw Fluttershy get ponynapped by this Zim! And overheard him saying that aliens are coming to invade Equestria soon!"

Applejack turned away from her sister. Although Applebloom rarely ever lied and would have little incentive to make up such a fantastic story, it sounded like a tall tale. Aliens? Who would ever believe in such a thing?

"Listen, I'm sure that whatever happened, that it was all a big misunderstanding. Why don't we head over to Fluttershy's house later and see what's going on-"

Applebloom heaved, angry at Applejack's dismissals. "You don't believe me? Fine! When Fluttershy turns up missing, don't TELL ME THAT I DIDN'T WARN YOU!" With that, Applebloom turned around and sprinted for Ponyville.

Applejack, paralyzed by Applebloom's sudden bout of frustration and subsequent flight, stood idly by the barn door for several minutes before shaking herself out of the trance. Rainbow Dash appeared from the side of the barn, chewing on an apple.

"Oh, hey Dash, am I glad to see you!" Applejack said, greeting her friend with a hoofpump.

Rainbow Dash beamed and returned the greeting. "Applejack. See you are still staying classy in terms of salutations. What's with Applebloom? I overheard you two arguing."

Applejack picked up her paintbrush and continued painting the barn door. "Well, Dash, Applejack just came running in here like you wouldn't believe, and she was raving about how Fluttershy had been ponynapped by this 'alien' she saw at school. Can you believe that? Never thought she had such a rich imagination."

Rainbow Dash shrugged. "Do you still think we should check up on Fluttershy, just to make sure?"

Applejack gave off a hearty laugh. "Of course not, Dash! Fluttershy is probably just doing fine. What, do you really believe that 'aliens' ponynapped Fluttershy?"

Rainbow Dash scratched her head. "Uh... No."

"Then it's settled. Applebloom's just having a bad day. I'll talk to her later and see what's really bothering her," Applejack resolved, setting the paintbrush aside and admiring her handiwork on the freshly repainted barn door.

/

Fluttershy didn't know where she was going, nor who exactly was dragging her, but she didn't like this pony, whoever he was. He was haughty, loud, and had an excessively abrasive voice. Her ears hurt every time he opened his mouth, and covering her ears with her hooves to shut out his voice did little to help.

"Ah. We are here," the green pony with the brown body said. "GIR! Open the door! And quickly! We can't afford to be detected, especially with this precious cargo on our backs."

Precious cargo? Was she only a thing now, not even a pony? Fluttershy shuddered at the thought of what this pony might do to her – was he going to... going to... to do "you know what?" And Gir was the name of his dog? How... how... repulsive!

The three of them slipped inside the hut. Gir shut the door. Fluttershy, still entangled in the net, was left dangling upon a chair. The green pony sighed. His hind legs and his horn dropped to the floor. Fluttershy's eyes grew wide – this thing... whatever he was... wasn't even a pony! It was some sort of bipedal creature, ugly and insect-like, with deep red eyes!

"Hey!" Fluttershy cried to the creature, finding her voice at last. "You're no pony!"

"How observant of you," the bipedal creature replied, turning to face her. "Too bad you didn't notice when I crept up from behind, didn't you?"

"Well... I was taken by surprise..." Fluttershy's face turned red. "But, if my friends were there, they could have stopped you!" she retorted.

The bipedal creature laughed. "Friends? Oh, my little pony, they probably would never be able to locate this place. We are in the remotest part of this pathetic mothball you call a PLANET!"

Fluttershy's eyes narrowed. "Uh, Ponyville is only three kilometers from here..." She said, pointing the direction of the town.

"SILENCE!" the biped bellowed. "If you want to live and not end up as a PILE OF DISGARDED ORGANIC WASTE, you will be quiet." Fluttershy gasped. He paused for dramatic effect, relishing in her panicked disposition. "You will be transported down to my laboratory, where I will make a perfect copy of your outer anatomy and disguise myself as you, thus fooling any 'friends' who may come looking for you. And when they find me disguised as you, they will notice that nothing is wrong! And you will be stuck here! MUHAHAHAHA! GIR, GET HER DOWN TO THE BIOLOGICAL ANALYSIS CHAMBER!"

The green dog nodded, and dragged Fluttershy into a chute in what appeared to be a kitchen. Fluttershy struggled, but she was no fighter. The dog pushed her into the chute with no difficulty. She fell, screaming loudly as gravity carried her body down, down, down, before finally plopping her inside a room surrounded by thick glass. Beyond the thick glass lay many large, intimidating machines. The net broke, and Fluttershy could move her legs again... at least, within the confines of this... prison.

_Stay __strong,__ Fluttershy._ Her friends will be here. Maybe not today, but tomorrow, right? Surely they will see that she is missing, and have the entire town mount a search for her. Maybe.

Or is she going to die here, alone, and forgotten? Under the hand of this cruel bipedal creature who is clearly not from Equestria? Fluttershy eyes welled up with tears at the thought.

Fluttershy smashed at face against the glass in desperation. _Please,__ somepony... __anypony... __Save__ me!_

/

"Twilight! Twilight! TWILIGHT!" Applebloom banged on the treehouse door as hard as she could with her little hoof. Twilight had to be home, right?

"Alright, I'm coming!" Twilight's voice cried from within. Applebloom stepped away from the door, relaxing her hooves slightly. Salvation was near. If Applejack didn't believe her, then Twilight might – after all, she is the most reasonable of Applejack's friends. The door opened, and Twilight appeared. It was as if Princess Celestia herself had answered the call.

"Oh, am I glad to see you, Twilight." Applebloom said, sighing.

Twilight swung the door open wider and motioned Applebloom to enter. "No problem, Applebloom. Please come on in. I have some tea ready. Pinkie Pie is here too!"

Applebloom raised her hoof and closed her eyes. "No, Twilight. This is really urgent. I might be sounding like some silly little filly who has read too many ghost stories, but listen to me carefully: Fluttershy has been ponynapped by an alien I met at school who disguised himself as a pony! We need to help her right now!"

Twilight tilted her head. Her trademark skepticism was kicking in. She was inclined to reject Applebloom's story out of hand, but decided against it. It seemed uncharacteristic of Applebloom to come all this way from Sweet Apple Acres just to tell her a seemingly fictional tale of aliens ponynapping Fluttershy, but the look in Applebloom's eyes suggested that she might be speaking the truth. Yet, at the same time, Twilight was unsure what to precisely make of Applebloom's story.

Twilight rubbed her chin. "What did this 'alien' look like?"

"He has a green face and a brown body. There is no way that he is a true pony, but I really don't know what he looks like."

Twilight narrowed her eyes. "So, he does look like a pony."

Applebloom fumed, frustrated by Twilight's skepticism. "Yes, but you can tell that he isn't one-"

Pinkie Pie suddenly appeared by the door, teacup in her hoof. "Oh! Are we talking about aliens? By the door? You know, I did see an alien spaceship a few days ago..."

Twilight shook her head and rolled her eyes. "Oh Pinkie, not this again..."

Applebloom pushed Twilight aside. If Pinkie Pie saw an alien spaceship, then she must not be crazy – right? "Tell me!" she beckoned Pinkie Pie.

"Well, I was outside very, very early in the morning because I couldn't sleep. So I decided to go outside and see the sunrise. I guess I had too much coffee, but oh well, that is not the point – the point is that I saw this purple alien spaceship over the town center, but before I could get a better look at it, it turned around and flew away!"

Applebloom rubbed her chin. "So... where did it land?"

Pinkie Pie took another sip of tea. "Well, I think it landed by the Everfree Forest. I have been trying to get there, but Mr. and Mrs. Cake have been keeping me very busy at the bakery. So I have been unable to check it out!"

"Aren't you free now? Don't you think you should check it out?"

Pinkie Pie waved her hoof. "Oh, silly. I can't ignore my friends just for the sake of poking around an alien spaceship! We have our priorities, you know."

Applebloom's eyes widened. "Did you report it to the Mayor, at least?"

Pinkie Pie shrugged. "I did, but I don't think the Mayor took my report very seriously-"

"Because aliens don't exist. Oh come on, Pinkie, all you saw was probably just a weather balloon..." Twilight interjected, turning away from the door to fetch the teapot.

"Twilight, I know what I saw, and that thing was no weather balloon. It was an alien spacecraft. I wonder if the aliens inside it are friendly?" Pinkie Pie said.

Applebloom rolled her eyes. She would get no help here. This bickering would not help Fluttershy. Time for Plan B. She dashed away from the treehouse without another word.

Twilight reappeared, teapot on her hooves. "Oh, wait, Applebloom! Do want some... tea?" But Applebloom was gone.

/

Zim entered the Biological Analysis Chamber. He could see his captive through the glass. Fluttershy looked up, and tried to take a swipe at him with her hoof. But her hoof only met the glass. Her eyes met his.

"My friends will be here soon, you will see. And then Princess Celestia will punish you and send you back where you came from," Fluttershy whispered.

Zim put his hand up to his head. "Oh, what was that? Is the wee little pony crying for help again? Well, listen here, friend, your faith has been misplaced. I will turn this planet into ashes before your 'friends' even realize what has happened to their beloved planet!"

Fluttershy whimpered, and staggered backwards as Zim inched towards her.

Zim brandished a large needle.

"Now is not the time for resistance. Not that you have much capacity for it anyway." Zim entered the chamber. "Now... you SLEEP!"

Zim stabbed Fluttershy in the neck with the needle. She tried to avoid it, but was not quick enough. She swayed, taking several feeble swipes at her captor, but the cursed alien dodged her hooves with ease. The tranquilizers were now streaming through her veins. A sense of drowsiness was overtaking her. The scene before her eyes was fading away, but she can not concede... not now... while her life... was at... stake... Her eyes closed shut, and she crumpled to the ground, fast asleep.

Zim tossed the tranquilizer needle away. The plan was going along swimmingly. "Computer, conduct a thorough analysis of this native's anatomy and voice box. Generate a disguise based on the analysis."

"At once, sir!" the computer responded.

/

"Okay, Cutie Mark Crusaders, it is up to us to find out what happened to Fluttershy." Applebloom bit into a cookie.

"But... it sounds... kind of crazy..." Scootaloo retorted.

"Okay, maybe we should look into it. After all, we might earn our cutie marks while doing so! Anti-ponynapping Squad, here we go!" Sweetie Belle replied excitedly.

Applebloom shook her head. "No, it's not about our cutie marks, Sweetie Belle. Not this time. It's about finding out what happened to Fluttershy, and bringing her back. And teaching this alien a lesson."

Rarity appeared, with a plate full of cookies and a pitcher of milk. "Oh girls, are you still talking about how aliens ponynapped Fluttershy? You have such a rich imagination, Applebloom – have you ever thought about writing science fiction one day? You do seem to possess the knack for it, that is certain."

They were at the Carousel Boutique. Applebloom had summoned a meeting of the Cutie Mark Crusaders here, in hopes of convincing her friends (and maybe Rarity) that Fluttershy's ponynapping was real.

Applebloom stood up. "Rarity, you have to believe me – your best friend is in danger!"

Rarity sauntered over and set the cookies and milk on the table. "Oh, everypony knows that aliens are complete hogwash – would you like some more milk?"

Applebloom pushed the milk pitcher away defiantly. "No! I don't need any more milk. I need you to listen to me and know that what I am telling you is the truth!"

Rarity, stunned by Applebloom's sudden bout of rudeness, looked directly into Applebloom's eyes. They were wide, as if they were trying to convince her that something was dreadfully wrong with Fluttershy. Could Applebloom's incessant nagging be a sign that she could potentially be telling a partial truth? Come to think of it, she hasn't seen Fluttershy since yesterday.

"Okay then... Girls, let us go to Fluttershy's home and settle this matter once and for all. If Fluttershy is there, I'll drop you off there too, seeing that I have a massive order to fulfill."

Applebloom sighed with relief, satisfied to see her account vindicated at last. At least Rarity doesn't stick her head as far into the ground as every other pony in Ponyville does.

/

"There. Finished." Zim said, his voice soft and mellow, like that of the pony he had captured. Zim took several moments to admire his disguise. He was now one of them – a true pony, and not an imposter.

Hmm... Next step would be to move his operations to this yellow pony's home in the forest, where he could take her place and continue his work on conquering the planet, undisturbed...

"Gir! We are moving! Quickly, before the sun falls!"

Gir strode in, the doors sealing behind him. He gasped.

"Oh master! Where are you?"

"I'm right here, Gir!"

"No! You're that pony! ZIM! PRISONER'S ESCAPED!" Gir brandished a taser.

Zim took several steps back as Gir advanced upon him... "Now, Gir, be reasonable! Here..." Zim's eyes darted towards a stash of pig stuffies he kept in a drawer beneath his desk.

"Oooh..." Gir took the stuffy, admiring it and lowering the taser. "Okay, then!"

"Yes..." Zim said breathlessly. "Yes..."

/

The Cutie Mark Crusaders and Rarity set off along the road for Fluttershy's cabin in the woods. It was nearly dusk. Rarity approached the door of the cabin, and rapped upon it with her hoof.

"Fluttershy? Fluttershy, it's me, Rarity. The girls are with me." The door opened, revealing Fluttershy.

Applebloom opened her mouth wide in shock. It could not be... Fluttershy? But, didn't she see her getting ponynapped earlier?

Fluttershy scratched her face with her hoof. "Oh, hello, umm... What's your name again?"

Rarity blinked. Her best friend had forgotten her name? "It's Rarity, darling. Rarity. R-A-R-I-T-Y. Rarity. I am here to drop off some of the girls over at your place for a slumber party."

Fluttershy tried to close the door, but Rarity stuck her hoof inside, preventing Fluttershy from closing it completely.

"What is wrong with you? Let me in." Rarity said sternly.

"My home is a mess, um, err, Rarity. Sorry, no slumber parties tonight." Fluttershy turned around. "GIR! Initiate protocol fifty-nine, NOW!" she whispered furiously.

Applebloom rushed up the door and put herself between Fluttershy and Rarity. "I know what you did, ZIM," the small filly interjected. "WHAT DID YOU DO TO FLUTTERSHY?"

Rarity, startled, tried to pull Applebloom away, but Applebloom stood her ground.

Fluttershy tried to push the door shut. "Who is this Zim? I've never heard of such a name around these parts."

Applebloom's eyes narrowed. "Then who's Gir, then, huh? The REAL Fluttershy I know doesn't have a pet named Gir."

Fluttershy finally managed to slam the door against Rarity's hoof, shutting the door. Applebloom was pushed aside. Rarity fell, crying in pain. Applebloom could hear Fluttershy fastening the locks behind the door.

Rarity convulsed on the ground, grasping her left hoof and gritting her teeth. "Oh, BLOODY Fluttershy! What is wrong with that PONY?"

Scootaloo and Sweetie Belle ran up to the door. Sweetie Belle tended to her sister, while Scootaloo tried to peek inside the door's keyhole.

"No slumber party, then?" Scootaloo asked.

Sweetie Belle helped Rarity up. Rarity was fuming. "That's it! I am reporting this to the Mayor! Assault and battery, I could never have expected such vicious behavior from her! Fluttershy is out of control, irrational, and-"

"Because it isn't Fluttershy!" Applebloom interrupted.

Rarity ignored Applebloom and continued ranting. "You know what? I'm going to leave you girls with Twilight instead. Then, I'll file a report. This cannot stand, and I thought she was my best friend-"

"No, Rarity, get help! Break down the door!"

"WILL YOU STOP INTERRUPTING ME?" Rarity screeched, forcing Applebloom into silence.

/

"Gir! We have been discovered!" Zim paced back and forth.

Gir shrugged. "But, Zim..."

"BE QUIET GIR! Okay, now, Zim – don't panic. All you need to do is to stay in place... yes... They are likely to bring back 'help', but you can deal with them, right?"

/

Night had fallen. Rarity approached Twilight's treehouse, with the Cutie Mark Crusaders in tow. She knocked on the door softly.

Twilight opened the door. "Oh hi, Rarity! Come in!"

Rarity and the Cutie Mark Crusaders filed inside Twilight's den. Spike was sitting on a table, eating grass and reading a newspaper. Twilight placed a plate of jello by Spike's plate of grass.

"Twilight, I think something is wrong with Fluttershy. Very wrong," Rarity said, nursing her hoof.

Twilight gave Rarity a puzzled look. "Why?"

"She attacked me when I tried to get inside her house."

"That doesn't sound like Fluttershy at all. She rarely ever confronts people."

Rarity coughed. "You know, I am starting to think that that silly story Applebloom has been saying all along could be true."

Applebloom glared at Rarity. "That was what I had been trying to tell you!"

Applebloom ran towards Twilight, gripped her hooves, and looked at the unicorn with glazed eyes. "Twilight, the reason why Fluttershy attacked Rarity is because an alien has impersonated her, I think! The real Fluttershy is missing!"

"You think?" Twilight sniffed.

"I know I don't have any proof, but Twilight, something terrible has happened to Fluttershy and she needs your help! Trust me – just this once! Please!" Applebloom batted her eyes and clasped her hooves together, begging, almost.

Twilight grimaced. Could Applebloom be telling the truth? Have aliens ponynapped Fluttershy and impersonated her? Such a fantastic story – but the sincerity in Applebloom's eyes indicated that she could be telling the truth.

"Okay..." Twilight conceded. "I believe you. Rarity and I will check it out. You guys stay here. Spike!"

Spike's head peeked out from under the newspaper. "Yes, Twilight?"

"Keep an eye on these three while I'm gone."

Spike returned to his newspaper. "You got it, Twilight!"

Scootaloo tugged on Twilight's leg. "Oh come on, Twilight! This sounds cool. Can we come along?"

Twilight brushed Scootaloo aside."No, Scootaloo. This is a potentially dangerous situation, so no fillies allowed. But we'll be back as soon as possible. In the meantime, listen to Spike and stay here. There's jello on the table." She and Rarity bolted out the front door without another word.

"Aww... Why do we have to remain stuck here?" Scootaloo pulled up a chair by Spike and spooned some jello into a bowl. Sweetie Belle did the same.

Applebloom looked out the window. Rarity and Twilight were galloping down the road, towards the edge of the Everfree Forest. Though she can do nothing now, she mouthed "Good Luck" as they vanished into the horizon.

/

Rarity and Twilight galloped to Fluttershy's home. No light was emanating from the windows. Rarity rushed up the steps and smashed her hoof on the door. "You're not Fluttershy, whoever you are! We'll break through this door, no matter what it takes!" she shrieked. Wheezing heavily, she attempted to ram the door with her body, but it was no use. The door was barricaded shut.

"Twilight, let's split up. There is a back entrance. I'll see if I can find a way in. You see if you can get inside the basement," Rarity said, pointing at one of the basement windows. Twilight nodded. Rarity ran to the back of the house.

Twilight, using her magic, smashed the basement window with several nearby rocks. Unlocking the window, she slipped inside.

The basement was musty and was mostly empty. A few empty boxes littered the floor, but those were leftovers from when Fluttershy first moved into the cottage.

Twilight tiptoed up the stairs into the first floor. The hallway was dark, with the light from outside casting a few shadows here and there. She needed to be careful here – who knew what sort of creature she could be dealing with? She illuminated her horn, casting a purple light into the kitchen. Did Rarity manage to get in? Or was she still outside? She opened the back door and stepped outside into the garden.

"Rarity? I'm in. Where are you?" Twilight whispered. There was no response.

"Rarity? Rarity?" Twilight shone her horn all around, but she could see nothing. She dreading the worst – had Rarity been incapacitated?

Before she could react, somepony grabbed Twilight by the neck and held her in a sleeper hold. Twilight thrashed and squirmed, but soon blacked out.

/

"Twilight! Twilight! Wake up!" It was Rarity's voice. Twilight opened her eyes, and saw Fluttershy and Rarity standing before her in what appeared to be a scientific laboratory of some kind. The three were surrounded by four glass walls.

"Where are we... And Fluttershy... it's good to see you," Twilight muttered groggily.

"I don't know, but I think we are being held captive!" Rarity whispered shrilly. Her eyes were glazed with panic. "Someone grabbed me from behind, I passed out, and I ended up here with you and Fluttershy!"

"We are being held captive," Fluttershy said. "There is this alien – Zim, from the so-called 'Irken Empire', has come to invade Equestria! He ponynapped me while I was out in the woods so that he could impersonate me."

"Oh, thank Celestia that that wasn't really you..." Rarity gasped, hugging Fluttershy tightly. Fluttershy returned her hug with a hug of her own.

"I thought I would never see you again, Rarity."

The door to the laboratory opened. An ugly green-skinned bipedal appeared. Twilight ran to the edge of the glass cage and pounded her hooves upon it.

"Who are you? What do you want?" she demanded.

"I am ZIM, an Invader serving with the Irken Empire. I have been instructed to conquer your pathetic little planet – you don't need to know the precise reason. But, I believe that your yellow companion with the wings already knows that." Zim took out a handkerchief and blew his nose on it.

Twilight stamped her hooves in defiance. "You existence on Equestria won't be secret forever – once other ponies realize we are missing, they will come looking for us!"

Zim raised his hand. "But, this is where YOU ARE MISTAKEN! I plan to scan your bodies and create perfect clones out of these scans, using technology I have just perfected not three hours ago. Then, I will release them, and no one would know any better that you three are even missing! Then, these clones will poison this planet's water supply, reducing each inhabitant's IQ to zero, rendering each and every single one of your compatriots DROOLING IDIOTS!" He cleared his throat. "Then, I will simply conquer the planet unopposed."

"You are forgetting one thing, Zim," Twilight replied, smiling.

"Oh, and what's that? FACE IT, YOU HAVE NOTHING WITH WHICH TO OPPOSE THE LIKES OF MEEE!" Zim snarled.

Twilight gave Zim a sly grin as her horn glowed. She turned to Rarity. Rarity blinked briefly, confused, but then nodded when she saw Twilight's glowing horn. Her horn began glowing as well. A machine on the opposite end of the laboratory levitated off the ground, pulling itself away from the wiring which connected it to the wall.

"What are you smiling at? You, little fool, are under my iron grip! Wait... what's that noise?" Zim turned around, astounded to see a large cabinet levitating behind him.

"But... but... That can't be!" Zim sputtered, panicking.

The machine smashed itself against the glass, shattering it. Twilight and Rarity galloped out through the gap, their horns glowing, ready for battle.

By then, however, Zim had already fled.

/

"Computer! Quarantine the laboratory! Seal the blast doors!" Zim screamed, jabbing buttons across the computer console in panic.

If those ponies got out of the laboratory, then his mission would be ruined. The native inhabitants would marshal their resources against him, and despite his access to advanced Irken technology, there was no way he could counteract the telekinesis techniques that the horned ponies possessed.

"COMPUTER! GO FASTER! SEAL THE BLAST DOORS!" Zim screeched.

"BLAST DOORS SEALING! QUARANTINE IN EFFECT!" the computer blared.

"YES! ANOTHER DISASTER AVERTED!" Zim screamed, exalting in his success. They won't be able to get out now. His plans will continue as usual.

/

"Come on, that must be the way out!" Twilight said, as she, Rarity, and Fluttershy sprinted down a long corridor. An open doorway was right at the end of it. But as they got closer, the door began to close.

"Do you think we can make it?" Fluttershy asked.

"Twilight, use your magic to keep the door open!" Rarity suggested.

Twilight nodded, and her horn gave off a soft purple glow. She gnashed her teeth, fighting the mechanism that was sealing the door shut. It was no use. The door sealed itself shut without difficulty. The three stopped before the giant steel door. Rarity slammed herself against it.

"We were so close... Oh... what do we do now?" she lamented. "We're going to be trapped here forever!"

Twilight scanned scanned the ceiling. An open air duct came caught her eye.

"No need to fret just yet, girls. I've got an idea..."

/

"You know, Twilight and Rarity have been gone for a long time," Scootaloo said, yawning.

"Spike, do you think something bad happened to them?" Sweetie Belle asked.

"They were ponynapped by Zim too, I guess," Applebloom mumbled, smashing her left hoof into her face.

"I... don't know..." Spike scratched his head in dismay, and peered out the window into the pitch black darkness. He then turned to the clock. It was nearly 10PM, and almost three hours since Twilight and Rarity had gone.

Spike was puzzled. Twilight, whether she found Fluttershy or not, would never stay out that late, leaving three little fillies and him all alone by themselves in her treehouse. No, Twilight's sense of personal responsibility was greater than that.

That leaves Applebloom's stipulation that he two were ponynapped by aliens the only possibility... as outlandish as that might seem, it could be true. Spike turned away from the window. "So... uh... guys... what do you propose? Should we go look for them?" He turned to Applebloom, hoping for some direction.

Applebloom looked at Spike, but then turned to her compatriots. "Cutie Mark Crusaders?"

"My sister might be in danger, so sure," Sweetie Belle answered.

"Whatever. I'm ready for some action. Let's go," Scootaloo said, nodding her head.

"Then it's settled. Let's kick some alien butt and rescue our friends!" Applebloom said.

The three then bolted out of the house. Spike ran after them, trying to keep up.

"Hey, wait for me, guys!" Spike gasped. He sprinted after them, in the direction of the Everfree Forest.


End file.
